To the Members
Your Directors are pleased to present the 37th Annual Report together with theCompanys audited financial statements for the financial year ended March 31 2021.
(` in crore)
|Particulars ||2020-21 ||2019-20 |
|Revenue ||397.86 ||216.20 |
|Other Income ||8.09 ||33.63 |
|Total Income ||405.94 ||249.83 |
|Expenditure excluding Interest & Dep. ||342.39 ||178.11 |
|Interest ||14.26 ||12.55 |
|Depreciation ||32.37 ||25.76 |
|Profit Before Tax ||16.92 ||33.41 |
|Income Tax ||7.73 ||7.20 |
|Net Profit ||9.18 ||26.21 |
RESULTS OF OPERATIONS
Total income of the Company during the year was ` 405.94 crore as against ` 249.83crore in the previous year. The Company earned profit of ` 16.92 crore as against profitof ` 33.41 crore in the previous year and net profit of ` 9.18 crore as against net profitof `26.21 crore in the previous year.
During the year Company operated 5 Jackup Rigs 6 Directional Drilling sets (on averagebasis) and 22 Mud Logging units.
There is no change in the nature of business of the Company during the year.
Your Directors are pleased to recommend dividend of ` 0.50/- (i.e. 10%) per equityshare of ` 5/- each for the year ended 31st March 2021 subject to the approval of themembers at the ensuing Annual General Meeting.
TRANSFER TO RESERVES
During the year no amount is proposed to be transferred to the General Reserves.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 the Company has prepared Consolidated FinancialStatements as per Indian Accounting Standard Ind AS- 110 on Consolidated FinancialStatements read with Ind AS- 27 on Interest in Joint Ventures. The Audited ConsolidatedFinancial Statements along with Auditors Report thereon forms part of this AnnualReport.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies namely Discovery Drilling Pte.Ltd.(DDPL) Singapore and Virtue Drilling Pte. Limited (VDPL) Singapore.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Dharam Pal Jindal Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
Profile of Mr. D.P. Jindal is as under:
Shri D P Jindal is a Commerce Graduate. He has been associated with the Steel Pipe andOil & Gas Drilling Industry for over 46 years and has contributed substantially to theindustrial growth of the country with major ascent catering to the requirements of the oilsector and core sector industry. He has been closely associated with apex bodies of tradeand industry and had been President of Federation of Engineering Industries of India(FEII) and Chairman of International Tube Association India Chapter. His philanthropicactivities include education and healthcare for betterment of the society.
Some of the prominent recognition and awards conferred on Shri D P Jindal are as under:(i) No Time Accident award from International Association of DrillingContractors Houston (USA) (ii) National Unity Award 1994
During the year under review your Company has appointed Mr. Shiv Kumar Singhal as anAdditional Director of the Company in the category of Non-Executive and Non-IndependentDirectors w.e.f. November 10 2020. The Board recommends his appointment as Director ofthe Company. The Company has received a notice in writing under Section 160 of the Actproposing the candidature of Mr. Shiv Kumar Singhal.
During the year under review Mr. Krishna Kumar Khandelwal resigned as IndependentDirector w.e.f. September 25 2020 due to his pre-occupation and advanced age. During theyear under review your Company has re-designated Dr. Raj Kamal Aggarwal as an IndependentDirector w.e.f. November 10 2020 subject to the approval of the members at the ensuingAnnual General Meeting. The Board recommends his appointment as Non-Executive andIndependent Director of the Company. The Company has received a notice in writing underSection 160 of the Act proposing the candidature of Dr. Raj Kamal Aggarwal.
In the opinion of the Board Independent Directors fulfil the conditions specified inthe Act Rules made thereunder and Listing Regulations and are independent of themanagement.
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof expenses incurred by them for the purpose of attending meetings of the Company.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are Shri Radhey Shyam Gupta Chief Executive OfficerMr. Saurabh Agrawal Company Secretary and Shri Pawan Kumar Rustagi Chief FinancialOfficer as on March 31 2021.
During the year 2020-21 4 (Four) meetings of the Board of Directors were held. Thedetails of meetings are given in the Corporate Governance Report which forms part of thisreport.
The Board of Directors has carried out the Annual Performance Evaluation of its ownCommittees of Board of Directors and Individual Directors pursuant to the provisions ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The performance of the Board was evaluated by the Board after seekinginputs from all Directors on the basis of the criteria such as Board composition andstructures effectiveness of Board processes information and functioning etc. Theperformance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual Directors on the basis of thecriteria such as contribution of the Individual Director to the Board and Committeemeetings. Also in a separate meeting of Independent Directors performance ofNon-Independent Directors Board as a whole and the Chairman were evaluated taking intoaccount the views of Executive Directors and Non-Executive Directors. Performanceevaluation of Independent Directors was done by the entire Board excluding theIndependent Director being evaluated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The salient features of Companys policy on appointment and remuneration ofDirectors key managerial personnel and other employees including criteria for determiningqualifications positive attributes independence of Directors and other matters providedin Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance report which forms part of this Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 as amended from time to time("the Rules") all unpaid or unclaimed dividends are required to be transferredby the Company to the IEPF Authority after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount of the IEPF Authority. Accordingly the Company has transferred unpaid/ unclaimeddividend for upto FY 2012-13 along with relevant shares to the Investor Education andProtection Fund (IEPF). The details are also available on the website of the Companywww.jindal.com
Adequate measures have been adopted by the Company to anticipate plan and mitigate thespectrum of risks it faces. All working sites are analyzed to minimize risks associatedwith protection of environment safety of operations and health of people at work andmonitored regularly with reference to statutory regulations and guidelines. Improving workplace safety continued to be top priority at working site. The Companys businessoperations are exposed to a variety of financial risks such as market risks (foreignexchange risk internal rate risk and price risk) Liquidity risk etc. The Board hasapproved the Risk Management Policy of the Company and authorized the Audit Committee toimplement and monitor the Risk Management plan for the Company and also identify andmitigate the various elements of risks if any which in the opinion of the Board maythreaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
As per the provisions of Section 134(5)(e) of the Companies Act 2013 the Company hasin place adequate Internal Financial Controls with reference to the Financial Statements.Audit Committee periodically reviews the adequacy of internal financial controls.
During the year such controls were tested and no reportable material weaknesses in thedesign or operation were observed.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 your Directors state:
(i) that in the preparation of the Annual Accounts for the year ended 31st March 2021the applicable accounting standards had been followed and there are no materialdepartures;
(ii) that the accounting policies selected and applied are consistent and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of financial year and of the profit of theCompany for that period;
(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) that the Annual Accounts for the year ended 31st March 2021 have been prepared ona going concern basis.
(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) that the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return of the Company prepared in accordance with Section 92(1) of the CompaniesAct 2013 read with Rule 11 of the Companies (Management and Administration) Rules 2014is available on the Companys website i.e. www.jindal.com
The Audit Committee of the Company consists of Mr. Vijay Kaushik Chairman Mr. D. P.Jindal and Mrs. Saroj Bhartia as its other members. The terms of reference are inconformity with the requirements of Section 177 of the Companies Act 2013 and Regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015including Part C of Schedule II of SEBI (LODR) regulations 2015.
The Company has adopted a Whistle blower policy and has established the necessary VigilMechanism for Directors and employees to report concerns about unethical behavior actualor suspected fraud or violation of the Companys Code of conduct. The said policy hasbeen disclosed on the Companys website under the web linkhttp://jindal.com/jdil/pdf/Vigil-Mechanism-JDIL.pdf
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and recommendingthe amount to be spent on CSR activities which has been approved by the Board. Thesalient feature of CSR Policy is given in Annual report on CSR annexed to the report andComplete CSR policy may be accessed on Companys website athttps://www.jindal.com/jdil/pdf/CSR%20Policy%20JDIL.pdf The Annual Report on CSRactivities in the format prescribed in the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is appended as Annexure to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in note no. 39of the notes forming part of the Standalone Financial Statements of the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/transactions entered into by the Company with the relatedparties during the year were in the ordinary course of business and on an armslength basis.
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are appended in Form AOC-2as Annexure to this Report.
CORPORATE GOVERNANCE REPORT
Corporate Governance Report along with Auditors Certificate complying with theconditions of Corporate Governance as stipulated in Regulation 34 read with Para C ofschedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been annexed as a part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Companys performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has constituted an Internal Complaint Committee under Section 4 of theSexual Harassment of Women at Workplace (Preventions Prohibition and Redressal) Act2013. Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is as under: a. number of complaints filed during thefinancial year-NIL b. number of complaints disposed of during the financial year-NIL c.number of complaints pending as on end of the financial year-NIL
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules framedthereunder M/s Kanodia Sanyal & Associates Chartered Accountants; (FRN-008396N)were appointed as Statutory Auditors of the Company from the conclusion of 33rd AnnualGeneral Meeting of the Company until the conclusion of 38th Annual General Meeting.
The observations of the Auditors are explained wherever necessary in the appropriateNotes on Accounts. The Auditors Report does not contain any qualificationreservation or adverse remark except given below: The Directors wish to state that theStatutory Auditors of the Company has given modified opinion on the Consolidated FinancialStatements of the Company for the year ended 31st March 2021. The qualification in theConsolidated Financial Statement and management response to the aforesaid qualification isgiven as under:-
|Auditors Qualification ||Managements Reply |
|a. Details of Audit Qualification: || |
|We draw your attention to the following qualifications to the Auditors Report of the financial statements of Virtue Drilling Pte Ltd and Discovery Drilling Pte. Ltd both Joint Ventures Companies of the Parent Company issued by an independent firms of Singapore vide its Report dated June 21 2021 and June 17 2021 respectively reproduced by us as under : ||Impact is not quantified by the Auditor As per management valuation of Investment is fair. |
|In Virtue Drilling Pte Ltd: - || |
|The Company has investment in unquoted shares of US$ 12962969 (2020:US$ 64517969) held in its related parties. These investments are carried at their original cost of investments as management is of the view that cost approximates fair value. Management has not determined the fair value of these investments using acceptable valuation methods as required by FRS 109 financial instruments. Consequently we are unable to determine whether any adjustments to the carrying value of the investments as at March 31 2021 would be required to be made. The opening balance of investment in unquoted shares of US$ 64517969 was also subject to similar qualification in the prior year. Consequently we are unable to determine the fairness of the fair value loss of US$ 49255000 recognized in other comprehensive income during the financial year. ||Since investment in non-listed companies management could not obtained valuation report. |
|In Discovery Drilling Pte Ltd.: - || |
|The total assets of the company as at 31 March 2021 include investment securities comprising of investment in equity shares amounting to US$ 1499460 (2020: US$ 1499460) and investment in perpetual preference shares amounting to US$ 10020000 (2020: US$ 14299742). The company has classified the investment securities at fair value through other comprehensive income. As per FRS 109 these investments have to be stated at fair value on the date of adoption and should be re measured at fair value at every subsequent reporting date. The management has estimated that the cost of these investments approximates its fair value and hence no fair value gain or loss were recognised. However we are unable to satisfy ourselves on the fairness of valuation of investment securities amounting to US$ 11519460 (2020: US$ 15799202). There were no other alternative audit procedures that we could perform to satisfy ourselves on the accuracy and valuation of investment securities. We were unable to determine and quantify whether any adjustments might have been found necessary in respect of investment and the elements making up the statement of comprehensive income statement of changes in equity and statement of cash flows. || |
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors and General Meetingsrespectively have been duly followed by the Company.
The Board has appointed Mr. Namo Narain Agarwal (FCS No. 234) Company Secretary inpractice to conduct Secretarial Audit for the financial year ended 31st March 2021. TheSecretarial Audit Report for the year ended 31st March 2021 is annexed herewith to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report has beensubmitted to the stock exchanges.
The Company has not accepted any deposits from Public within the meaning of thedirectives issued by the Reserve Bank of India provisions of section 73 to 76 of theCompanies Act 2013 and as such no amount on account of principal or interest on depositsfrom public was outstanding as on the date of the Balance Sheet.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed hereto.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed with this report.Particulars of employees as required under Section 197(12) of the Companies Act 2013(Act) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report. However in pursuance ofSection 136(1) of the Act this report is being sent to the shareholders of the Companyexcluding the said information. The said information is available for inspection by themembers at the registered office of the Company during working hours up to the date of theAnnual General Meeting. Any member interested in obtaining such information may write tothe Company Secretary at the corporate office of the Company.
The maintenance of cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act 2013 is not required by the Company andaccordingly such accounts and records are not being maintained.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments affecting the financial position of the Companyhave occurred after the end of the financial year ended March 31 2021 and till the dateof this report.
Your Directors state that there being no transactions with respect to following itemsduring the year under review no disclosure or reporting is required in respect of thesame:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of your Company underany scheme.
3. Neither the Managing Director nor the Whole-time Director of your Company receiveany remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
5. Buy-back of shares.
6. No application was made or any proceeding is pending under the Insolvency andBankruptcy Code 2016.
7. No settlements have been done with banks or financial institutions.
The Statutory Auditors have not reported any instance of fraud committed in the Companyby its officers or employees to the Audit committee under Section 143(12) of the CompaniesAct 2013.
The Board expresses its grateful appreciation of the assistance and co-operationreceived from Central and State Governments Clients viz. ONGCL Oil India GAIL GSPCBanks & Financial Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation for the devotedcontribution made by the employees and associates at all levels.
| ||For & on behalf of the Board of Directors |
|Place : New Delhi ||D. P. JINDAL |
|Dated : 13th August 2021 ||Chairman |
| ||DIN: 00405579 |